Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in most states; ensure the signer demonstrates intent, consents to electronic records, attribution is clear, and the record is retained.

Is notarization required to make it enforceable?

Not usually. Most states do not require notarization for service agreements, but corporate bylaws or specific state rules may require notarization for certain attachments; confirm with counsel.

Who must sign to bind the company?

An authorized officer as defined by the bylaws or corporate resolution (CEO, President, or Corporate Secretary) should sign to bind the entity and ensure validity under corporate law.

How do I change or amend the agreement?

Amendments should be written, signed by both parties, and treated like the original agreement; record board approval when amendments affect governance or compensation.

How can the agreement be revoked or terminated?

Follow the termination provisions in the agreement (notice periods, cause definitions). If absent, corporate bylaws and applicable state law govern termination rights.

How long must the executed agreement be kept?

Retain per corporate and tax standards: generally the term plus at least three years; healthcare-related records require six years under 45 CFR §164.530(j).

Electronic Signature
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Miscellaneous
Board Chairman Services Agreement

Board Chairman Services Agreement

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BOARD CHAIRMAN SERVICES AGREEMENT

This Board Chairman Services Agreement (the "Agreement") is entered into effective as of by and between Company Name: and Chairman Name: .

RECITALS

WHEREAS, the Company is duly organized and engaged in its business and wishes to retain the services of the Chairman to preside over and provide leadership to the Company's board of directors, and to perform such related duties as are set forth in this Agreement; and

WHEREAS, the Chairman possesses the experience, expertise and availability necessary to perform the services described below and is willing to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

The Chairman shall provide leadership to the board of directors, including presiding over board and committee meetings, setting agendas in collaboration with management, advising on corporate governance matters, facilitating board deliberations, and performing such other duties as are reasonably requested by the Company consistent with the role of Board Chairman.

Detailed Scope of Work

2. DUTIES; TIME COMMITMENT

The Chairman shall perform the services as an independent contractor and shall devote such time and attention to the Company as is reasonably necessary to fulfill the duties described in this Agreement. The Chairman shall attend board meetings, committee meetings as required, and reasonable strategy sessions with management.

Estimated Time Commitment and Availability

3. COMPENSATION AND PAYMENT TERMS

As full compensation for the services rendered under this Agreement, the Company shall pay the Chairman as set forth below. All payments are subject to the Chairman's timely submission of invoices in the form reasonably required by the Company.

Retainer Amount (if any) Meeting Fee (per meeting) Expense Reimbursement Invoicing and Payment Schedule Payment Terms Late Fee

4. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Notice Period for Termination Without Cause Termination for Cause; Effect of Termination

5. CONFIDENTIALITY

The Chairman shall hold in strict confidence and shall not, during the term of this Agreement or thereafter, disclose to any third party any Confidential Information of the Company. "Confidential Information" means non-public information disclosed in any form that relates to the Company's business, finances, operations, strategic plans, intellectual property, or personnel, whether marked confidential or not.

The obligations set forth in this Section shall continue for a period of following termination of this Agreement, except with respect to Confidential Information that qualifies as a trade secret under applicable law, which shall be protected for so long as it remains a trade secret.

6. CONFLICTS OF INTEREST

The Chairman represents that, to the best of his or her knowledge, there are no material conflicts of interest that would impair the Chairman's ability to perform the duties herein. The Chairman shall promptly disclose any actual or potential conflict that arises during the term of this Agreement.

Existing Conflicts or Disclosures

7. INDEPENDENT CONTRACTOR; NO AGENCY

The Chairman shall perform services as an independent contractor and not as an employee, agent, joint venturer, or partner of the Company. The Chairman shall have no authority to bind the Company except as expressly authorized in writing.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

The Company shall indemnify and hold harmless the Chairman from and against liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims made by third parties in connection with actions taken in good faith in the performance of the Chairman's duties hereunder, except to the extent such claim results from the Chairman's gross negligence, willful misconduct or fraud. In no event shall either party be liable to the other for consequential, incidental or punitive damages except for liability arising from willful misconduct or fraud.

9. INSURANCE

The Chairman shall maintain such insurance coverage as is customary and reasonable for a director or officer in similar organizations, including directors and officers liability insurance in amounts satisfactory to the Company.

Insurance Requirements (if any)

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

Company Notice Address Chairman Notice Address

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. Any amendment or modification of this Agreement must be in writing and signed by both parties.

13. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that the Company may assign to an affiliate or successor in interest without the Chairman's consent.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that each has had the opportunity to consult with counsel of their choice with respect to the negotiation and execution of this Agreement.

Company

Printed Name:

By:

Date:

Chairman

Printed Name:

By:

Date:

What a Board Chairman Services Agreement Is and When It's Used

A Board Chairman Services Agreement is a written contract that sets out the scope, duties, compensation, term, and governance obligations for a person serving as chair of a corporate or nonprofit board. It clarifies authorities such as meeting leadership, committee appointments, executive interaction, and expense reimbursement. The agreement also addresses confidentiality, conflicts of interest, indemnification, termination triggers, and any separate compensation or equity arrangements. Use it when appointing or engaging a chair to ensure clear expectations and to reduce the risk of disputes about authority or pay.

Why a Written Agreement Benefits the Organization and Chair

A clear written agreement reduces governance ambiguity, documents compensation and fiduciary duties, and supports compliance with corporate bylaws and securities rules. It helps protect the corporation and the chair by documenting duties, indemnity, and termination mechanics.

Who Typically Prepares and Signs This Agreement

The agreement is prepared by corporate counsel, the CEO, or an HR/people operations lead and reviewed by the board or a special committee.

Independent directors and corporate counsel review for governance and conflict-of-interest issues prior to signature.
Executive leadership (CEO/CFO) typically negotiates compensation and expense provisions with the chair.
Nonprofit boards involve the executive director and governance committee for compliance with bylaws and donor restrictions.

Final signing is by the chair and an authorized officer or corporate secretary to ensure corporate recordkeeping and enforceability.

Common Signer Roles and Responsibilities

Board Chair

The chair accepts duties defined in the agreement, leads board meetings, liaises with management, and must disclose conflicts. The role includes fiduciary and oversight responsibilities and may include chair-specific compensation or equity.

Authorized Officer

An authorized corporate officer (CEO, President, or Corporate Secretary) signs to bind the company, confirm authority, and record the appointment in corporate records; they ensure consistency with bylaws.

Core Elements to Include in the Agreement

A professional agreement combines governance, compensation, and legal protections so both parties understand expectations and remedies.

Scope of Services

Define chair duties, meeting frequency, committee oversight, executive interaction, and any deliverables or director-level obligations in clear, measurable language.

Term and Termination

Specify the effective date, renewal or extension terms, notice periods, termination for cause, termination without cause, and post-termination obligations.

Compensation

Outline cash fees, equity grants, expense reimbursement, payment schedule, tax treatment, and whether compensation is subject to board approval or clawback.

Confidentiality

Include nondisclosure obligations, permitted disclosures, duration of confidentiality, and return or destruction of sensitive materials on termination.

Indemnification

Document indemnity scope, advancement of expenses, insurance coverage expectations, and any limitations consistent with corporate charter and law.

Conflict of Interest

Require disclosure of potential conflicts, recusal procedures, and alignment with vendor, related-party, and regulatory disclosure rules.

Step-by-Step: Completing and Executing the Agreement

Follow these practical steps to prepare, approve, and finalize the agreement while preserving corporate governance practices.

01

Draft: Prepare a draft reflecting negotiated terms and applicable bylaws.
02

Review: Have corporate counsel and the governance committee review for conflicts and legal compliance.
03

Approve: Obtain board or committee approval per bylaws and record the resolution.
04

Execute: Sign by the chair and authorized officer; record the agreement in corporate records.

How to Configure an Online Signing Workflow

Set up a digital workflow to collect signatures, authenticate signers, and retain an audit trail for corporate records.

Field	Configuration
Signature Field	Place distinct signature and date fields for each signer; require signature completion.
Authentication Method	Use email link plus optional SMS code or stronger ID verification for added assurance.
Signing Order	Set signer sequence: chair signs last after board resolution if required by bylaws.
Audit Trail	Enable a tamper-evident audit trail capturing IP, timestamp, and actions for recordkeeping.

Where to File or Send the Executed Agreement

After execution, route copies to key stakeholders and preserve the document in official corporate records.

Corporate Records: Store executed original in the corporate minute book or digital records repository.
Board Folder: Share a copy with the board secretary and governance committee for reference.
Finance/Payroll: Provide compensation details to payroll or finance to enable correct payments and tax treatment.
Legal Department: Keep a counsel-reviewed copy for indemnity, insurance, and compliance tracking.

Digital Signing and Technical Considerations

Choose a platform that supports secure e-signatures, audit trails, and the integrations your organization uses.

Authentication Options: Email, SMS, KBA, or SSO; pick per governance risk tolerance.
File Formats: Use PDF or DOCX to preserve formatting and signatures.
Integrations: Connectors with CRM, HR, or document repositories aid recordkeeping.

Ensure the chosen solution produces a tamper-evident audit trail and that your corporate retention policy captures the signed file and metadata.

Typical Timelines and Internal Deadlines

Set internal deadlines to coordinate drafting, approvals, signature collection, and records retention to avoid governance delays.

Drafting Period:

Allow 1–3 weeks depending on negotiation complexity.

Board Approval:

Schedule prior to the next regular meeting or call a special meeting when time-sensitive.

Signature Window:

Provide a 7–14 day window for execution to allow routing and review.

Payment Start Date:

Align first payment date with effective date or a defined payroll cycle.

Record Filing:

File in corporate minutes within 30 days of execution for good governance.

Common Risks From Incorrect or Incomplete Agreements

Unenforceable Terms: Vague duties risk disputes.

Tax Misclassification: Incorrect compensation terms trigger reporting issues.

Conflict Violations: Undisclosed relationships breach duties.

Authority Errors: Signed by unauthorized person.

Missing Indemnity: No defense for covered claims.

Recordkeeping Gaps: Lost audit trail harms compliance.

eSignature Pricing and Feature Snapshot for Executing This Agreement

Compare vendor pricing and basic feature availability relevant to signing governance documents; signNow is listed first per vendor comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Essential Data Fields to Collect and Protect

Chair Name: Full legal name

Entity Name: Registered company name

Effective Date: MM/DD/YYYY

Compensation Type: Cash, equity, or both

Signature: Signed and dated

Board Approval: Resolution recorded

Practical Tips for Reliable and Enforceable Agreements

Adopt consistent drafting and execution practices to reduce ambiguity and speed approvals.

Use Plain Language

Draft duties and compensation in clear terms, avoiding vague phrases such as 'reasonable' without definition; this reduces disputes and aids interpretation.

Align with Bylaws

Confirm appointment, approval thresholds, and signature authority are consistent with corporate charter and bylaws to prevent invalidation.

Document Board Action

Record a written board resolution approving the agreement and include it in the corporate minute book to support corporate formalities.

Preserve Audit Trails

When using e-signatures, retain the signed file plus metadata and certificate of completion to document intent, attribution, and timing.

Frequently Asked Questions and Practical Answers

Answers to common execution, enforceability, and recordkeeping questions about Board Chairman Services Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in most states; ensure the signer demonstrates intent, consents to electronic records, attribution is clear, and the record is retained.
Is notarization required to make it enforceable?
Not usually. Most states do not require notarization for service agreements, but corporate bylaws or specific state rules may require notarization for certain attachments; confirm with counsel.
Who must sign to bind the company?
An authorized officer as defined by the bylaws or corporate resolution (CEO, President, or Corporate Secretary) should sign to bind the entity and ensure validity under corporate law.
How do I change or amend the agreement?
Amendments should be written, signed by both parties, and treated like the original agreement; record board approval when amendments affect governance or compensation.
How can the agreement be revoked or terminated?
Follow the termination provisions in the agreement (notice periods, cause definitions). If absent, corporate bylaws and applicable state law govern termination rights.
How long must the executed agreement be kept?
Retain per corporate and tax standards: generally the term plus at least three years; healthcare-related records require six years under 45 CFR §164.530(j).

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